The morphological development of pinealocytes maintained in monolayer culture, without the neural and humoral effects present in the developing rat has been studied and compared with the development that occurs in vivo. Pinealocytes in 5 day cultures contained organelles that were similar to those present in the pineals of intact 5 day old rats. However, light and dark cells were not noted in culture, and the cultured cells did not have the dense granules noted in vivo. As pinealocytes developed in culture, cytoplasmic processes increased in length and number. By 21 days of culture age, synaptic ribbons were found to have decreased in number, the difference between light cell and dark cell cytoplasm had become more prominent, and dense-cored vesicles had become more numerous, just as in the developing gland in vivo. These results suggest that the complex neural and humoral factors impinging upon the developing neonatal pineal in the intact animal may not be necessary for some aspects of its ultrastructural differentiation.